UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 2019
EP ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
|
Delaware |
|
001-36253 |
|
46-3472728 |
|
(State of Incorporation) |
|
(Commission
|
|
(IRS Employer
|
EP ENERGY LLC
(Exact name of registrant as specified in its charter)
|
Delaware |
|
333-183815 |
|
45-4871021 |
|
(State of Incorporation) |
|
(Commission
|
|
(IRS Employer
|
1001 Louisiana Street
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 997-1200
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
N/A |
|
N/A |
|
N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01 Regulation FD Disclosure.
As previously disclosed, on October 3, 2019, EP Energy Corporation (together with EP Energy LLC, the “Company”), and certain of its direct and indirect subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the United States Code. The Chapter 11 Cases are being jointly administered under the caption “In re: EP Energy Corporation, et al., Case No. 19-35654.”
On December 30, 2019, the Debtors filed with the Bankruptcy Court their monthly operating report for the month ending November 30, 2019 (the “Monthly Operating Report”). The Monthly Operating Report is attached hereto as Exhibit 99.1, and is incorporated herein by reference. This Current Report on Form 8-K (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD. The Monthly Operating Report and other filings with the Bankruptcy Court related to the Chapter 11 Cases are available at the website administered by the claims agent, Prime Clerk, at https://cases.primeclerk.com/EPEnergy. Documents and other information available on such website are not part of this Current Report on Form 8-K and shall not be deemed incorporated by reference in this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information being furnished under this Item 7.01 pursuant to this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Statement Regarding the Monthly Operating Report
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.
This Current Report on Form 8-K includes certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Such statements are subject to risks and uncertainties that could cause results to differ materially from the Company’s expectations, including the following: risks and uncertainties relating to the Chapter 11 Cases, including but not limited to, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter
11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, risks associated with third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations; the ability of the Company to comply with the terms of that certain Plan Support Agreement, dated as of October 18, 2019 (as may be amended from time to time, the “PSA”), that certain Backstop Commitment Agreement, dated as of October 18, 2019 (as may be amended from time to time), and/or that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of November 25, 2019 (as may be amended from time to time); the ability of the Company to obtain requisite support for the chapter 11 plan contemplated under the PSA (the “Plan”) from various stakeholders; the ability of the Company to confirm and consummate the Plan in accordance with the terms of the PSA; the uncertainty as to when or whether the effective date of the Plan will occur; the effects of disruption from the Chapter 11 Cases making it more difficult to maintain business and operational relationships, to retain key executives and to maintain various licenses and approvals necessary for the Company to conduct its business; the consequences of the acceleration of the Company’s debt obligations; risks related to the trading of the Company’s securities on the OTC Pink Market; as well as other risk factors set forth in the Company’s Disclosure Statement for Amended Joint Chapter 11 Plan of Reorganization of EP Energy Corporation and its Affiliated Debtors included as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2019, as may be amended from time to time; as well as the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as updated in the Company’s subsequently filed Quarterly Reports on Form 10-Q. While the Company makes these statements in good faith, neither the Company nor its management can guarantee that anticipated future results will be achieved. The Company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events, or otherwise. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and, except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
|
|
EP ENERGY CORPORATION |
|
|
|
|
|
|
|
|
|
|
Date: December 31, 2019 |
By: |
/s/ Jace D. Locke |
|
|
|
Jace D. Locke |
|
|
|
Vice President, General Counsel and Corporate Secretary |
|
|
|
|
|
|
EP ENERGY LLC |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Jace D. Locke |
|
|
|
Jace D. Locke |
|
|
|
Vice President, General Counsel and Corporate Secretary |
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
|
CASE NAME: EP Energy Corporation, et al.(1) |
PETITION DATE: October 3, 2019 |
|
CASE NUMBER: 19-35654 |
|
|
MONTH: November 2019 |
|
MONTHLY OPERATING REPORT SUMMARY FOR NOVEMBER 2019
|
MONTH |
|
Oct-19 |
|
Nov-19 |
|
Dec-19 |
|
Jan-20 |
|
Feb-20 |
|
||
|
REVENUES (MOR-6) |
|
$ |
69,124,692 |
|
$ |
68,155,348 |
|
|
|
|
|
|
|
|
INCOME/(LOSS) BEFORE INT., DEPREC./TAX (MOR-6)(2) |
|
$ |
(4,856,820 |
) |
$ |
3,129,824 |
|
|
|
|
|
|
|
|
NET INCOME (LOSS) (MOR-6) |
|
$ |
(37,067,737 |
) |
$ |
(13,003,398 |
) |
|
|
|
|
|
|
|
PAYMENTS TO INSIDERS (MOR-9) |
|
$ |
269,451 |
|
$ |
275,973 |
|
|
|
|
|
|
|
|
PAYMENTS TO PROFESSIONALS (MOR-9) |
|
$ |
— |
|
$ |
375,263 |
|
|
|
|
|
|
|
|
TOTAL DISBURSEMENTS (MOR-8) |
|
$ |
(98,932,678 |
) |
$ |
(237,157,300 |
) |
|
|
|
|
|
|
*** The original of this document must be filed with the United States Bankruptcy Court and a copy must be sent to the United States Trustee ***
REQUIRED INSURANCE
MAINTAINED AS OF SIGNATURE DATE
|
Type of Insurance |
|
Check Yes/No |
|
Exp. Date |
|
WORKERS’ COMPENSATION |
|
YESx NOo |
|
7/1/2020 |
|
AUTOMOBILE |
|
YESx NOo |
|
7/1/2020 |
|
GENERAL |
|
YESx NOo |
|
7/1/2020 |
|
POLLUTION |
|
YESx NOo |
|
7/1/2020 |
|
CONTROL OF WELL |
|
YESx NOo |
|
7/1/2020 |
|
COMMERCIAL CRIME |
|
YESx NOo |
|
7/8/2020 |
|
FIDUCIARY |
|
YESx NOo |
|
7/8/2020 |
|
EMPLOYEMENT PRACTICES |
|
YESx NOo |
|
7/8/2020 |
|
D&O |
|
YESx NOo |
|
7/8/2020 |
|
UMBRELLA |
|
YESx NOo |
|
7/1/2020 |
|
EXCESS |
|
YESx NOo |
|
7/1/2020 |
|
|
|
|
|
|
|
ATTORNEY NAME: |
|
Alfredo Perez |
|
|
|
FIRM: |
|
Weil, Gotshal & Manges LLP |
|
|
|
ADDRESS: |
|
700 Louisiana Street |
|
|
|
ADDRESS: |
|
Suite 1700 |
|
|
|
CITY, STATE ZIP: |
|
Houston, TX 77002-2755 |
|
|
|
TELEPHONE: |
|
(713) 546-5040 |
|
|
|
|
|
CIRCLE ONE |
||
|
Are all accounts receivable being collected within terms? |
|
|
|
|
|
A/R related to agreements by and among Debtors and Tesoro Refining and Marketing Company, LLC is not being collected in accordance with ordinary terms.(3) |
|
Yes o |
|
No x |
|
Are all post-petition liabilities, including taxes, being paid within terms? |
|
Yes x |
|
No o |
|
Have any pre-petition liabilities been paid? |
|
Yes x |
|
No o |
|
If so, describe: Payments made in accordance with the First Day Orders. |
|
|
|
|
|
Are all funds received being deposited into DIP bank accounts? |
|
Yes x |
|
No o |
|
Were any assets disposed of outside the normal course of business? |
|
Yes o |
|
No x |
|
If so, describe: |
|
|
|
|
|
Are all U. S. Trustee Quarterly Fee Payments current? |
|
Yes x |
|
No o |
|
What is the status of your Plan of Reorganization? Debtors filed Amended Plan on December 12, 2019 (ECF No. 536]). |
|
|
|
|
|
|
I certify under penalty of perjury that the following complete Monthly Operating Report (MOR), consisting of MOR-1 through MOR-9, plus attachments, is true and correct. |
|
||
|
|
|
|
|
|
|
SIGNED: |
/s/ Kyle McCuen |
|
DATED: |
12-30-19 |
|
|
(ORIGINAL SIGNATURE) |
|
|
|
|
|
|
|
|
|
|
|
Kyle McCuen |
|
TITLE: |
Chief Financial Officer |
|
|
(Print Name of Signatory) |
|
|
|
(1) The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: EP Energy Corporation (2728), EPE Acquisition, LLC (5855), EP Energy LLC (1021), Everest Acquisition Finance Inc. (0996), EP Energy Global LLC (7534), EP Energy Management, L.L.C. (5013), EP Energy Resale Company, L.L.C. (9561), and EP Energy E&P Company, L.P. (7092). The Debtors’ primary mailing address is 1001 Louisiana Street, Houston, TX 77002.
(2) This figure represents EBIT not EBITDA and thus includes DDA Expense
(3) These amounts will be released pending the Company’s assignment of interest in recently drilled wells.
MOR-1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
|
CASE NAME: EP Energy Corporation, et al.(1) |
PETITION DATE: October 3, 2019 |
|
CASE NUMBER: 19-35654 |
|
|
MONTH: November 2019 |
|
MONTHLY OPERATING REPORT NOTES FOR NOVEMBER 2019
INTRODUCTION
This monthly operating report (“MOR”) is unaudited and does not purport to represent financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and it is not intended to fully reconcile to the consolidated financial statements prepared by the Debtors. Information contained in this MOR has been derived from the Debtors’ books and records, but does not reflect in all circumstances presentation for GAAP or SEC reporting purposes. Therefore, in order to comply with their obligations to provide MORs during these chapter 11 cases, the Debtors have prepared this MOR using the best information presently available to them, which has been collected, maintained, and prepared in accordance with their historical accounting practices. Accordingly, this MOR is true and accurate to the best of the Debtors’ knowledge, information, and belief, based on currently-available data. The results of operations and financial position contained herein are not necessarily indicative of results that may be expected for any period other than full calendar month-ending November 30, 2019, or for the full year, and may not necessarily reflect the Debtors’ future consolidated results of operations and financial position.
RESERVATION OF RIGHTS
This MOR is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Debtors’ chapter 11 cases. The unaudited financial statements have been derived from the Debtors’ books and records. The information presented herein has not been subject to all procedures that typically would be applied to financial information presented in accordance with GAAP. Upon the application of such procedures, the Debtors believe that the financial information could be subject to material change. The information furnished in this MOR includes normal recurring adjustments, but does not include all of the adjustments that typically would be made for interim financial statements presented in accordance with GAAP.
GLOBAL NOTES
Given the complexity of the Debtors’ business, inadvertent errors or omissions may have occurred. Accordingly, the Debtors hereby reserve all of their rights to dispute the validity, status, enforceability, or executory nature of any claim amount, agreement, representation, or other statement set forth in this MOR. Further, the Debtors reserve the right to amend or supplement this MOR, if necessary, but shall be under no obligation to do so.
NOTES TO MOR 2 - 3
Liabilities Subject to Compromise (“LSTC”): LSTC represent the Debtors’ estimate of pre-petition claims to be resolved in connection with the chapter 11 cases. As a result of the chapter 11 filings, the payment of pre-petition liabilities are subject to compromise or other treatment under a plan of reorganization. The determination of how liabilities will ultimately be settled or treated cannot be made until the Bankruptcy Court approves a chapter 11 plan or reorganization. Accordingly, the ultimate amount of such liabilities is not determinable at this time. Prepetition liabilities that are subject to compromise under ASC 852 are preliminary and may be subject to, among other things, future adjustments depending on Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, rejection of executory contracts, continued reconciliation or other events.
NOTES TO MOR-5
The accounts payable and accounts receivable agings are presented on a consolidated basis for the Debtors, and does not include intercompany activity.
Notes to MOR
NOTES TO MOR-6
The income statement is presented on a consolidated basis for the Debtors. The information provided in the income statements reflect activity for the full calendar month-ending November 30, 2019.
Other revenues include both realized and unrealized gain and/or loss on derivatives recorded for the full calendar month-ending November 30, 2019.
NOTES TO MOR-8
Although payment of prepetition claims is generally not permitted, the Bankruptcy Court has authorized the Debtors to pay certain prepetition claims in designated categories. This relief generally was designed to preserve the value of the Debtors’ business and assets. The Debtors have paid and continue to pay undisputed postpetition obligations in the ordinary course of business.
Intercompany receipts and disbursements between Debtors that are cleared by netting are not included in this MOR. Based on centralized cash management practices, all disbursements are made by the following Debtors: (i) EP Energy Corporation; (ii) EP Energy LLC; (iii) EP Energy E&P Company, LP; and (iv) EP Energy Management, LLC.
NOTES TO MOR-9
The list of insiders is consistent with public disclosures and other filings associated with the Debtors’ chapter 11 cases. The listing of any party as an “insider” is neither intended to be nor should be construed as a legal characterization of such party as an “insider,” as such term is defined in section 101(31) of the Bankruptcy Code, and it does not act as an admission or waiver of any fact, right, claim, or defense, and all such rights, claims, and defenses are hereby expressly reserved.
(1) The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: EP Energy Corporation (2728), EPE Acquisition, LLC (5855), EP Energy LLC (1021), Everest Acquisition Finance Inc. (0996), EP Energy Global LLC (7534), EP Energy Management, L.L.C. (5013), EP Energy Resale Company, L.L.C. (9561), and EP Energy E&P Company, L.P. (7092). The Debtors’ primary mailing address is 1001 Louisiana Street, Houston, TX 77002.
Notes to MOR
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CASE NAME: EP Energy Corporation, et al.
CASE NUMBER: 19-35654
MONTH: November 2019
CONSOLIDATED BALANCE SHEET
Ending Balance at November 30, 2019
|
ASSETS |
|
|
|
|
|
CASH & CASH EQUIVALENT |
|
$ |
79,878,986 |
|
|
ACCOUNTS & NOTES RECEIVABLE |
|
138,441,321 |
|
|
|
INVENTORY |
|
44,577,695 |
|
|
|
PRICE RISK MANAGEMNT-CUR ASSET |
|
38,842,195 |
|
|
|
RESTRICTED CASH-CURRENT |
|
925,000 |
|
|
|
OTHER CURRENT ASSETS |
|
32,136,485 |
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
$ |
334,801,683 |
|
|
|
|
|
|
|
|
PLANT, PROPERTY & EQUIPMENT |
|
$ |
7,438,258,326 |
|
|
ACCUMULATED DD&A |
|
(3,987,835,335 |
) |
|
|
PRICE RISK MGMT-NON CUR ASSET |
|
3,716,088 |
|
|
|
NOTES RECEIVABLE-NON CURRENT |
|
9,304 |
|
|
|
UNAMORTIZED DEBT EXPENSE |
|
7,478,711 |
|
|
|
OTHER NON CURRENT ASSETS |
|
20,368,361 |
|
|
|
|
|
|
|
|
|
NONCURRENT ASSETS |
|
$ |
3,481,995,454 |
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
3,816,797,137 |
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
OWNER AND ROYALTIES PAYABLE |
|
$ |
(67,384,447 |
) |
|
ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
|
(97,771,938 |
) |
|
|
OTHER CURRENT LIABILITIES |
|
(156,480 |
) |
|
|
TOTAL ACCOUNTS PAYABLE |
|
(165,312,865 |
) |
|
|
SHORT TERM FINANCING OBLIG |
|
(2,011,559,656 |
) |
|
|
ACCRUED TAX OTHER THAN INCOME |
|
(34,349,904 |
) |
|
|
INCOME TAX LIABILITY FEDERAL |
|
107,491 |
|
|
|
INCOME TAX LIABILITY STATE |
|
6,528 |
|
|
|
TOTAL INCOME TAXES LIABILITY |
|
114,019 |
|
|
|
ACCRUED INTEREST |
|
(27,599,714 |
) |
|
|
RESERVES CURRENT |
|
(11,249,702 |
) |
|
|
ASSET RETIRE OBLIG-CURRENT |
|
(2,900,000 |
) |
|
|
OTHER CURRENT LIABILITIES |
|
(20,906,801 |
) |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
$ |
(2,273,764,623 |
) |
|
|
|
|
|
|
|
LIABILITIES SUBJECT TO COMPROMISE |
|
(2,933,451,157 |
) |
|
|
RESERVES NON CURRENT |
|
(833,696 |
) |
|
|
ASSET RETIRE OBLIG-NON CURR |
|
(41,365,254 |
) |
|
|
OTHER NON CURRENT LIABILITY |
|
(18,107,248 |
) |
|
|
|
|
|
|
|
|
NONCURRENT LIABILITIES |
|
$ |
(2,993,757,356 |
) |
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
$ |
(5,267,521,979 |
) |
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
COMMON STOCK |
|
$ |
(2,553,182 |
) |
|
APIC |
|
(3,544,401,758 |
) |
|
|
ACCUMULATED DEFICIT |
|
4,136,645,435 |
|
|
|
TREASURY STOCK |
|
1,003,398 |
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS EQUITY |
|
$ |
590,693,893 |
|
|
|
|
|
|
|
|
(EARNINGS)/LOSS INCOME STATEMENT |
|
$ |
860,030,949 |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES + EQUITY |
|
$ |
(3,816,797,137 |
) |
|
|
MOR 2 - 3 |
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
|
CASE NAME: EP Energy Corporation, et al. |
PETITION DATE: October 3, 2019 |
|
CASE NUMBER: 19-35654 |
|
|
MONTH: November 2019 |
|
SCHEDULE OF POST-PETITION LIABILITIES
|
|
|
Oct-19 |
|
Nov-19 |
|
Dec-19 |
|
Jan-20 |
|
Feb-20 |
|
Mar-20 |
|
||||||
|
TRADE ACCOUNTS PAYABLE |
|
$ |
12,804,720 |
|
$ |
35,208,796 |
|
|
|
|
|
|
|
|
|
||||
|
TAXES PAYABLE: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Severance tax payable |
|
$ |
— |
|
$ |
15,465,770 |
|
|
|
|
|
|
|
|
|
||||
|
Other taxes payable |
|
$ |
— |
|
$ |
3,055,146 |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
SECURED DEBT POST-PETITION (1) |
|
$ |
— |
|
$ |
198,382,000 |
|
|
|
|
|
|
|
|
|
||||
|
ACCRUED INTEREST PAYABLE |
|
$ |
11,040,566 |
|
$ |
27,599,714 |
|
|
|
|
|
|
|
|
|
||||
|
ACCRUED PROFESSIONAL FEES (2) |
|
$ |
5,900,000 |
|
$ |
30,271,000 |
|
|
|
|
|
|
|
|
|
||||
|
OTHER ACCRUED LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
1. Insurance |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
||||
|
2. Asset retirement obligation (3) |
|
$ |
— |
|
$ |
96,911 |
|
|
|
|
|
|
|
|
|
||||
|
3. Accrued LOE liability |
|
$ |
6,261,085 |
|
$ |
13,312,148 |
|
|
|
|
|
|
|
|
|
||||
|
4. Accrued G&A liability |
|
$ |
870,000 |
|
$ |
200,000 |
|
|
|
|
|
|
|
|
|
||||
|
5. Accrued Capex liability |
|
$ |
26,161,000 |
|
$ |
24,717,000 |
|
|
|
|
|
|
|
|
|
||||
|
6. Owner advances payable |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
||||
|
7. Owner revenue payable |
|
$ |
34,851,218 |
|
$ |
48,490,145 |
|
|
|
|
|
|
|
|
|
||||
|
8. Accrued wages |
|
$ |
132,806 |
|
$ |
145,186 |
|
|
|
|
|
|
|
|
|
||||
|
TOTAL POST-PETITION LIABILITIES |
|
$ |
98,021,395 |
|
$ |
343,214,104 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
(1) |
Outstanding DIP balance as of November 30, 2019 excluding any Letters of Credit |
|
(2) |
Payment requires Bankruptcy Court approval. |
|
(3) |
Asset Retirement Obligations incurred post-petition. |
|
|
|
|
|
MOR-4 |
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
|
CASE NAME: EP Energy Corporation, et al. |
|
PETITION DATE: October 3, 2019 |
|
CASE NUMBER: 19-35654 |
|
|
|
MONTH: November 2019 |
|
|
AGING OF POST-PETITION LIABILITIES
|
DAYS |
|
TOTAL |
|
TRADE ACCTS |
|
FED TAXES |
|
STATE TAXES |
|
AD-VALOREM,
|
|
OTHER |
|
||||||
|
0-30 |
|
$ |
53,362,243 |
|
$ |
34,841,326 |
|
$ |
— |
|
$ |
3,055,146 |
|
$ |
15,465,770 |
|
$ |
— |
|
|
31-60 (2) |
|
$ |
367,469 |
|
$ |
367,469 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
61-90 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
91 + |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
TOTAL |
|
$ |
53,729,712 |
|
$ |
35,208,796 |
|
$ |
— |
|
$ |
3,055,146 |
|
$ |
15,465,770 |
|
$ |
— |
|
AGING OF ACCOUNTS RECEIVABLE [1]
|
MONTH |
|
Oct-19 |
|
Nov-19 |
|
Dec-19 |
|
Jan-20 |
|
Feb-20 |
|
Mar-20 |
|
||||||
|
0-30 |
|
$ |
101,248,776 |
|
$ |
94,720,833 |
|
|
|
|
|
|
|
|
|
||||
|
31-60 |
|
$ |
(24,541 |
) |
$ |
576,263 |
|
|
|
|
|
|
|
|
|
||||
|
61-90 |
|
$ |
1,113,895 |
|
$ |
126,301 |
|
|
|
|
|
|
|
|
|
||||
|
91 + |
|
$ |
154,130 |
|
$ |
348,374 |
|
|
|
|
|
|
|
|
|
||||
|
TOTAL |
|
$ |
102,492,260 |
|
$ |
95,771,771 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
(1) Total Accounts Receivable balance does not include intercompany activity.
(2) Approximately $339,000 of the Trade Accounts amount relates to a vendor whom the Company has contracts with that are under evaluation and negotiation. Consequently these amounts have not been paid.
MOR-5
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CASE NAME: EP Energy Corporation, et al.
CASE NUMBER: 19-35654
MONTH: November 2019
CONSOLIDATED INCOME STATEMENT
Ending Balance at November 30, 2019
|
INCOME |
|
|
|
|
|
GAS REVENUE |
|
$ |
3,896,193 |
|
|
OIL & CONDENSATE REVENUE |
|
64,347,062 |
|
|
|
PLANT & PRODUCT REVENUE |
|
6,134,454 |
|
|
|
MISCELLANEOUS REVENUE |
|
(6,222,361 |
) |
|
|
TOTAL REVENUE |
|
$ |
68,155,348 |
|
|
|
|
|
|
|
|
COMMODITY PURCHASES |
|
28,305 |
|
|
|
TRANSPORTATION COST |
|
6,647,009 |
|
|
|
O&M EXPENSES |
|
11,358,039 |
|
|
|
G&A EXPENSES |
|
5,149,135 |
|
|
|
GAIN & LOSS ON ASSET |
|
(15,148 |
) |
|
|
DD&A EXPENSE |
|
36,688,840 |
|
|
|
EXPLORATORY COSTS |
|
228,899 |
|
|
|
TAXES OTHER THAN INCOME |
|
5,062,683 |
|
|
|
TOTAL EXPENSES |
|
$ |
65,147,761 |
|
|
|
|
|
|
|
|
INTEREST INCOME |
|
137,772 |
|
|
|
OTHER INCOME & EXPENSE |
|
(15,534 |
) |
|
|
OTHER INCOME / EXPENSE |
|
$ |
122,237 |
|
|
EARNINGS BEFORE INTEREST & TAXES (EBIT) |
|
$ |
3,129,824 |
|
|
|
|
|
|
|
|
INTEREST INCOME-AFFIL |
|
— |
|
|
|
INTEREST EXPENSE |
|
5,508,830 |
|
|
|
CAPITALIZED INT |
|
164,330 |
|
|
|
REORGANIZATION ITEMS, NET |
|
(21,806,382 |
) |
|
|
NET INCOME/(LOSS) BEFORE TAXES |
|
(13,003,398 |
) |
|
|
INCOME TAXES |
|
— |
|
|
|
NON EBIT INCOME EXPENSE |
|
$ |
(16,133,222 |
) |
|
NET INCOME/(LOSS) |
|
$ |
(13,003,398 |
) |
MOR - 6
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CASE NAME: EP Energy Corporation, et al.
CASE NUMBER: 19-35654
MONTH: November 2019
CONSOLIDATED CASH RECEIPTS AND DISBURSEMENTS
For Period Ending November 30, 2019
|
Operating Receipts |
|
|
|
|
|
Receipts |
|
128,742,190 |
|
|
|
Total Operating Receipts |
|
$ |
128,742,190 |
|
|
|
|
|
|
|
|
Operating Disbursements |
|
|
|
|
|
Payroll |
|
$ |
(3,848,654 |
) |
|
Benefits |
|
(1,462,094 |
) |
|
|
Royalties |
|
(37,279,430 |
) |
|
|
Capex |
|
(20,297,778 |
) |
|
|
LOE |
|
(10,587,887 |
) |
|
|
Transportation |
|
(3,351,155 |
) |
|
|
Severance, Ad Val Tax |
|
(10,782,441 |
) |
|
|
G&A (Incl. Rent, Insurance) |
|
(979,698 |
) |
|
|
Other |
|
(73,054 |
) |
|
|
Total Operating Disbursements |
|
$ |
(88,662,191 |
) |
|
Operating Cash Flow |
|
$ |
40,079,999 |
|
|
|
|
|
|
|
|
Interest & Fees |
|
|
|
|
|
DIP Interest & Fees |
|
$ |
(7,474,000 |
) |
|
RBL Interest & Fees |
|
(4,648,505 |
) |
|
|
1.125 Lien Interest & Fees |
|
(38,841,762 |
) |
|
|
Total Interest & Fees |
|
$ |
(50,964,267 |
) |
|
|
|
|
|
|
|
Total Restructuring Costs |
|
$ |
(375,263 |
) |
|
Net Cash Flow |
|
$ |
(11,259,531 |
) |
|
|
|
|
|
|
|
Beginning Cash Balance |
|
$ |
203,058,750 |
|
|
Net Cash Flow |
|
(11,259,531 |
) |
|
|
RBL Borrowings / (Repayments) |
|
(296,849,230 |
) |
|
|
DIP Borrowings / (Repayments) |
|
196,849,230 |
|
|
|
Change in Float |
|
3,817,900 |
|
|
|
Ending Cash Balance |
|
$ |
95,617,118 |
|
(1) Ending Cash not inclusive of cash held by brokers as discribed in MOR 8 - Footnote 4
MOR - 7
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
|
CASE NAME: EP Energy Corporation, et al. |
PETITION DATE: October 3, 2019 |
|
CASE NUMBER: 19-35654 |
|
|
MONTH: November 2019 |
|
Cash Accounts as of November 30, 2019
(1) Checks to be voided for escheat payments to certain regulatory authorities
(2) Positive Pay Return bank timing difference on 11/29/19
(3) Net outstanding checks issued at JPMorgan Chase Bank
(4) Cash held by Transcontinent Oil Company to make payments directly to mineral and surface owners on behalf of the Debtors. The agreement provides that the funds are EPE’s and that they will return all or any portion upon request.
MOR-8 (1 of 2)
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
|
CASE NAME: EP Energy Corporation, et al. |
PETITION DATE: October 3, 2019 |
|
CASE NUMBER: 19-35654 |
|
|
MONTH: November 2019 |
|
EXHIBIT C - BENEFITING COMPANY
CASH ACCOUNT RECONCILIATION
|
|
|
Case Number: |
|
19-35654 |
|
19-35653 |
|
19-35652 |
|
19-35649 |
|
19-35648 |
|
19-35647 |
|
19-35650 |
|
19-35651 |
|
|||||||||
|
|
|
Consolidated |
|
EP Energy
|
|
EPE Acquisition LLC |
|
EP ENERGY L.L.C. |
|
EP Energy
|
|
EP ENERGY RESALE
|
|
EP ENERGY E&P
|
|
EP Energy Global
|
|
Everest Acquisition
|
|
|||||||||
|
|
|
TOTAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
October 4 - 31, 2019 |
|
$ |
(98,932,678 |
) |
— |
|
— |
|
(1,004,463 |
) |
(4,994,790 |
) |
— |
|
(92,933,424 |
) |
— |
|
— |
|
||||||||
|
November 1 - 30, 2019 |
|
$ |
(237,157,300 |
) |
— |
|
— |
|
(152,256,268 |
) |
(5,138,853 |
) |
— |
|
(79,762,178 |
) |
— |
|
— |
|
||||||||
|
CHECKS/OTHER DISBURSEMENTS |
|
$ |
(336,089,977 |
) |
$ |
— |
|
$ |
— |
|
$ |
(153,260,731 |
) |
$ |
(10,133,643 |
) |
$ |
— |
|
$ |
(172,695,603 |
) |
$ |
— |
|
$ |
— |
|
MOR-8 (2 of 2)
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
|
CASE NAME: EP Energy Corporation, et al. |
PETITION DATE: October 3, 2019 |
|
CASE NUMBER: 19-35654 |
|
|
MONTH: November 2019 |
|
PAYMENTS TO INSIDERS AND PROFESSIONALS
Of the total disbursements shown for the month, list the amount paid to insiders (as defined in Section 101(31)(A)-(F) of the U. S. Bankruptcy Code) and the professionals. Also, for insiders identify the type of compensation paid (e.g., salary, commission, bonus, etc.) (Attach additional pages as necessary.)
|
EMPLOYEE |
|
10/4/19 -
|
|
Nov-19 |
|
Dec-19 |
|
Jan-20 |
|
Feb-20 |
|
Mar-20 |
|
||||||
|
Employee 1 |
|
$ |
25,506 |
|
$ |
26,069 |
|
|
|
|
|
|
|
|
|
||||
|
Employee 2 |
|
$ |
33,485 |
|
$ |
34,240 |
|
|
|
|
|
|
|
|
|
||||
|
Employee 3 |
|
$ |
33,448 |
|
$ |
34,203 |
|
|
|
|
|
|
|
|
|
||||
|
Employee 4 |
|
$ |
25,501 |
|
$ |
26,067 |
|
|
|
|
|
|
|
|
|
||||
|
Employee 5 |
|
$ |
25,152 |
|
$ |
25,892 |
|
|
|
|
|
|
|
|
|
||||
|
Employee 6 |
|
$ |
29,259 |
|
$ |
29,934 |
|
|
|
|
|
|
|
|
|
||||
|
Employee 7 |
|
$ |
71,043 |
|
$ |
73,001 |
|
|
|
|
|
|
|
|
|
||||
|
Employee 8 |
|
$ |
26,056 |
|
$ |
26,566 |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
TOTAL INSIDERS (MOR-1) |
|
$ |
269,451 |
|
$ |
275,973 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
PROFESSIONALS
|
|
10/4/19 -
|
|
Nov-19 |
|
Dec-19 |
|
Jan-20 |
|
Feb-20 |
|
Mar-20 |
|
||||||
|
MAYER BROWN LLP |
|
$ |
— |
|
$ |
111,312 |
|
|
|
|
|
|
|
|
|
||||
|
PRIME CLERK LLC |
|
$ |
— |
|
$ |
263,951 |
|
|
|
|
|
|
|
|
|
||||
|
TOTAL PROFESSIONALS (MOR-1) |
|
$ |
— |
|
$ |
375,263 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
MOR-9